SECURITIES AND EXCHANGE COMMISSION
                    WASHINGTON, D. C. 20549

                           FORM 10-Q

      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF
              THE SECURITIES EXCHANGE ACT OF 1934

            For the Quarter Ended: February 28,1999
                 Commission File Number: 0-7568

                   TOTH ALUMINUM CORPORATION
    (Exact name of registrant as specified in its charter)

                            LOUISIANA
                           72-0646580
                   (State or other jurisdiction of
                 (I.R.S. Employer Identification
                  incorporation or organization)
                             Number)

    HIGHWAY 18--RIVER ROAD, P.O. BOX 250, VACHERIE, LA 70090
    (Address of principal executive offices)      (Zip code)

Registrant's telephone number, including area code: (225)  265-8181

  Securities registered pursuant to Section 12(b) of the Act:

                              NONE
                     (Title of each class)

  Securities registered pursuant to Section 12(g) of the Act:

                COMMON STOCK, WITHOUT PAR VALUE
                       (Title of class)

Indicate  by check mark whether the registrant (1) has filed  all
reports  required  to be filed by Section  13  or  15(d)  of  the
Securities  Exchange Act of 1934 during the preceding  12  months
(or for such shorter periods that the registrant was required  to
file   reports),  and  (2)  has  been  subject  to  such   filing
requirements for the past 90 days: Yes  X    No

Indicate  the  number  of  shares  outstanding  of  each  of  the
registrant's   classes  of  common  stock,  as  of   the   latest
practicable date:

Common stock, without par value                 35,466,193
           Class                  Outstanding at February 28, 1999

<PAGE>

                   TOTH ALUMINUM CORPORATION


                       INDEX TO FORM 10-Q

            For The Quarter Ended February 28, 1999




                                                              Page

Part I  Financial Information

    Balance Sheets - February 28, 1999 and August 31,1998.....  3

    Statements of Operations - Six Months
    Ended February 28, 1999 and February 28, 1998.............  5

    Statements of Cash Flows - Six Months
    Ended February 28, 1999 and February 28, 1998.............  6

    Notes to Financial Statements.............................  8

    Management's Discussion and Analysis of the Financial
    Conditions and Results of Operations......................  15



Part II Other
    Information...............................................  20
    

<PAGE>
<TABLE>
TOTH ALUMINUM CORPORATION (A DEVELOPMENT STAGE ENTERPRISE)
COMBINED BALANCE SHEETS (UNAUDITED)
<CAPTION>
                                         February 28,     AUGUST 31,
                                             1999            1998
<S>                                      <C>              <C>
ASSETS

CURRENT ASSETS:
Cash.................................... $      239            918
Accounts receivable-other...............
Prepaid:
   Leases...............................

Other...................................
Total Current Assets....................         239           918


Property, Plant and Equipment Net.......      32,550        58,450


OTHER ASSETS
Investments in and Advances to
     Armant Partnership Net..............     32,354        45,354
Patents and Patent Rights (net of
     accumulated amortization:...........        110           320
Total Other Assets.......................     65,014       107,124



TOTAL....................................  $  65,253     $ 108,042


See notes to financial statement
</TABLE>
<PAGE>
<TABLE>
                                          February 28      August 31,
                                               1999          1998
<S>                                         <C>            <C>
LIABILITIES

CURRENT LIABILITIES:
Notes payable-related parties............   $ 23,100    $   23,100
Notes payable-bank.......................          -             -
Notes payable-other .....................    300,000       300,000
Accounts payable:
     Trade...............................    520,350       498,300
     Officers and employees..............    410,291       357,491
Accrued salaries ........................  2,447,995     2,246,955
Accrued expenses ........................    284,400       243,000
Accrued interest payable.................  2,337,990     1,855,552
Total current liabilities................  6,324,126     5,524,398

DEFERRED CREDIT .........................     50,000        50,000

Series "A-1" Convertible Promissory Note1
  Related Parties
     Principal...........................  7,398,265     7,398,265
     Accrued interest payable............  6,402,733     5,958,838
 Non-Related Parties
     Principal...........................  5,978,421     5,978,421
     Accrued interest payable............  5,617,478     5,258,773
     Total Series "A-1" Notes............ 25,396,897     24,594297

CONVERTIBLE DEBENTURES PAYABLE
     (net of discounts, commissions,
     and offering costs of $1563.........     20,437       20,437

STOCKHOLDERS' EQUITY:
Common stock - no par value.............  38,258,096*  38,258,096*
Common stock subscribed.................      20,000       20,000
Paid in capital.........................     164,774      164,774
Deficit accumulated during the
     development stage.................. (70,098,635) (68,473,960)
Total stockholders' equity.............. (31,655,765) (30,031,090)


TOTAL................................... $    65,258   $  108,042


*See section 11, "notes to Financial Statements" of the August 31,
1999 10-K.
</TABLE>
<PAGE>
<TABLE>

TOTH ALUMINUM CORPORATION  (A DEVELOPMENT STAGE ENTERPRISE)
STATEMENTS OF OPERATIONS (UNAUDITED)
<CAPTION>
        
                            Three Months Ended         Six Months Ended     From Inception
                           February     February     February    February    to February
                              28,          28,          28,         28,           28,
                             1999         1998         1999        1998          1999

<S>                         <C>          <C>         <C>        <C>           <C>                    
COSTS AND EXPENSES:

  Research and
Development..............   $ 7,410      $ 2,935    $ 10,830    $   15,776      7,740,370

  Promotional, general
and administrative......    138,900      110,450      337,619      234,091     16,237,857

  Interest..............    668,219      888,201    1,184,145    1,366,342     15,946,063
      Total.............    814,529    1,001,586    1,532,594    1,616,209     39,924,290


OTHER (INCOME) EXPENSE:


Loss in Investment and
   Advances to ArmantA..      8,100      493,120       22,400      920,855     17,441,613


  Equity in loss
    of Armant...........     12,400      619,570       27,362    1,239,140     12,680,539

 NET LOSS...............  $ 835,029  $ 2,114,276  $ 1,582,406  $ 3,776,204   $ 70,046,442


Loss Per Common Share...      $. 02         $.05        $. 04         $.10


ADue to the prolonged delay in attaining the necessary funding, the
company was forced to write down $17,441,613 of its investment and
advances in Armant.

See notes to financial statements.
</TABLE>
<PAGE>

<TABLE>

TOTH ALUMINUM CORPORATION (A DEVELOPMENT STAGE ENTERPRISE)
STATEMENT OF CASH FLOW
                                   Six Months Ended           From Inception
                                      February 28,            To February 28,
                                  1999           1998              1999

<S>                          <C>             <C>               <C>
OPERATING ACTIVITIES
NET LOSS...................  $(1,582,406)    $(3,776,204)      ($70,046,442)

ADJUSTMENTS TO RECONCILE
  NET INCOME TO NET CASH
  PROVIDED BY OPERATING
  ACTIVITIES:

 Depreciation and
   amortization............       25,900         13,307           1,200,271
 Amortization and write
   off of patents..........          210         35,209             440,768
 Amortization of prepaid
   leases..................            -              -             302,424
 Amortization of financing
   Cost....................                                          95,000
 Loss on divestiture of
   Subsidiaries............                                         912,586
 Loss from joint venture...       27,632      1,239,140          10,399,066
 Other.....................                                         111,616
 Proceeds from royalty
   Prepayments.............                                         172,760
 Prepayment of Leases......                                         (16,104)
 Disposition of property,
   Plant, and equipment....                                          27,745

CHANGES IN OPERATING ASSETS
  AND LIABILITIES:

  Increases in accounts
    receivable............
  Decrease (Increase) in
    Prepaid expenses......                                          (27,371)
  Increase in accounts payable
    and accrued expenses......   716,807        437,134          14,399,605
  Increase (decrease) in notes
    notes payable..............  802,600      1,159,797          21,512,674
                                  (9,527)      (880,830)      ($ 20,515,402)



TOTH ALUMINUM CORPORATION (A DEVELOPMENT STAGE ENTERPRISE)
STATEMENT OF CASH FLOWS
                                     Six Months Ended         From Inception
                                       February 28,           To February 28,
                                     1999         1998              1999
INVESTING ACTIVITIES:
  Purchase of property, plant
    and equipment..............                (13,307)        ($ 1,159,046)
  Acquisition of patents.......                                    (443,475)
  Investment of Certificates
    of Deposit.................                                  (3,995,000)
  Cash investment in and
    Advances to TACMA..........                                  (1,076,595)
  Cash investments in and
    advances to Armant.........    (13,000)    (30,350)         (20,768,327)
  Write off of Investments and
     Cash advance to Armant....     22,400                       17,095,172
  Redemption of Certificates
    of Deposit.................                                   3,995,000
  Proceeds from sale of net
    Profit interest............                                 $    50,000
                                     9,400     887,198         ($ 6,302,271)
FINANCING ACTIVITIES:
  Stock issued or subscribed
    For cash...................                                  18,481,076
  Preferred stock issued
    For cash...................                                     266,400
  Proceeds from long term
    Obligations................                                   1,430,349
  Proceeds from warrants
    Issued for cash............                                   6,236,507
  Common stock issuance
    cost.......................                                    (166,550)
  Issuance of convertible
    Debentures.................                                   1,913,963
  Cash received upon
    Conversion of debentures
    To common stock............                                     112,999
  Payment of long term
    Obligations................                                  (1,457,071)
                                        -           -            26,817,673

INCREASE (DECREASE) IN CASH          (127)     (3,632)                  239
CASH BEGINNING OF PERIOD              366       3,750
CASH END OF PERIOD                    239         118                   239
See notes to financial statements
</TABLE>
<PAGE>

TOTH ALUMINUM CORPORATION  (A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO FINANCIAL STATEMENTS

1.   In  the  opinion  of  management,  the  accompanying  condensed
financial  statements contain all adjustments  (consisting  only  of
normal  recurring  adjustments)  necessary  to  present  fairly  the
financial  position of Toth Aluminum Corporation  (the  Company)  as
of  February  28,  1999,  and  the results  of  its  operations  and
changes in financial position for the three months then ended.

    The   accounting  policies  followed  by  the  Company  are  set
forth  in  Note 1 to the Company's financial statements in Form  10-
K, dated August 31, 1998.

2.   The  accompanying  financial statements  of  the  Company  have
been  prepared  on  a  going concern basis, which  contemplates  the
realization  of  assets and the satisfaction of liabilities  in  the
normal  course  of  business.  The Company has incurred  net  losses
from  its  inception in August 1966 through February 28,  1999,  and
August  31,  1998,  of  $70,098,635 and  $68,473,960,  respectively.
Although   the   Company's  investees  (TACMA   and   Armant)   have
constructed  facilities  that  will employ  the  Company's  patented
processes,  TACMA  and Armant are both inactive.   The  Company  has
determined  that the operating plant of each investee  will  require
further   modifications   before  commercial   production   can   be
achieved.

    The  Company  plans  to fund its operations  through  short-term
borrowing   secured  by  the  personal  assets  of   the   Company's
Chairman  of the Board.  The capital and operating needs  of  Armant
will  be  raised  through  the formation of a joint venture  partner
with  Armant.   The recoverability of the Company's  investments  in
and  advances  to  Armant and the recoverability of the  capitalized
cost   of   Armant   is   dependent  on   the   investee   achieving
sufficiently  profitable  commercial  operations,  as  well  as  the
Company's  ability  to  raise the funds  to  provide  the  necessary
capital and to support these operations.

    The  Company's  continuation  in  existence  is  dependent  upon
its   ability  to  generate  sufficient  cash  flow  to   meet   its
continuing  obligations on a timely basis,  to  fund  the  operating
and   capital  needs,   obtain  additional  financing  as   may   be
required,  and  ultimately to attain successful operations.   Should
the  Company  be  unable  to obtain a joint venture  partner(s)   it
may   experience  significant  difficulty  raising  funds.     These
factors,  among  others,  may indicate  that  the  Company  will  be
unable  to continue in existence.  The financial statements  do  not
include   any   adjustments  relating  to  the  recoverability   and
classification  of  recorded  asset  amounts  or  the   amount   and
classification  of  liabilities that might be necessary  should  the
Company be unable to continue in existence.

3.   The  Company  has  historically maintained investments  in  two
affiliates,  TACMA  and Armant.    The Company  applies  the  equity
method   of   accounting  for  its  investment   in   Armant.    The
collectibility  of  the  advances  to  and  the  recovery   of   the
investment   depends   upon  the  affiliate   achieving   successful
commercial  operations.   The  investment  in  TACMA  was   expensed
during 1988.



Armant

    The   Company  is  general  partner  in  a  limited  partnership
(Armant)   formed  in  1982  to  construct  and  operate   a   metal
chlorides  plant  in Vacherie, Louisiana. The plant,  which  through
August  31,  1989, has cost approximately $23 million to  construct,
has  been  built on land (the Armant site) owned by Empresas  Lince,
S.A.,  (ELSA),  a  Central  American  corporation  controlled  by  a
former member of the Company's Board of Directors.

    Under  the  terms  of  the original partnership  agreement,  the
Company  was  to  have a 50% ownership interest in the  partnership.
In  March  1983,  the partnership agreement was revised  to  provide
the  Company  a  2% ownership interest and under a separate  license
agreement,  a  royalty payment based on net positive  cash  flow  of
the   partnership.   The  license  agreement  provides  for  royalty
payments  to  the Company equal to 29.6% of net positive  cash  flow
until  each  limited  partnership  unit  has  received  $160,000  in
cash,  at  which  time  royalty payments  increase  to  49%  of  net
positive cash flow.

    The  Company's  capital  contribution  to  Armant  consisted  of
certain  improvements  to  the property, a  non-exclusive  licensing
agreement    providing   for   Armant's   use   of   the   Company's
carbo-chlorination  processes  for producing  metal  chlorides,  and
prepaid leases as described in Note 4.

    Contributions  to  Armant  by  the  limited  partners,  on   the
basis  of  a  single limited partnership unit, consisted of  $25,000
in  initial  cash  deposits, $75,000 in cash to  be  paid  in  equal
monthly  installments  of  $5,000 and either  a  $60,000  letter  of
credit  or  the  purchase  of $60,000 of  the  Company's  restricted
common   stock.    Armant   has  received  subscriptions   for   all
thirty-five  limited  partnership  units.   At  August   31,   1984,
Armant    had   received   cash   contributions   of   approximately
$3,459,000.   The  Chairman  of  the Company's  Board  of  Directors
holds fifteen of the thirty-five units.
    During   November  1984,  the  Company  loaned   $3,995,000   to
Armant,  resulting  in  the  Company now having  a  receivable  from
Armant  in  the amount of $3,995,000 bearing interest at  13.5%  per
annum.   As  of  August  31, 1989 the Company  had  made  additional
cash  advances  to  the  Armant  Partnership  totaling  $21,530,000,
bearing  interest  at  12%  per  annum.   However  the  Company  has
written  down  $17,387,674  of  this investment.   The  Company  has
also  liquidated  $240,000 of Armant's notes  payable  plus  accrued
interest  due  to  a  corporation controlled  by  a  member  of  the
Company's  Board  of  Directors by issuing  240,000  shares  of  the
Company's  restricted  common  stock.   As  a  result  the   Company
recorded  a  receivable from Armant of $276,000 bearing interest  at
12%  per  annum.   The  Company had additional non-interest  bearing
receivables  from  Armant totaling $173,000 which were  incurred  in
fiscal  1984,  resulting  from billing under  a  service  agreement.
Subsequent   to   that  date  all  costs,  including   general   and
administrative  cost,  incurred  by  the  Company  related  to   the
construction   and  operation  of  the  Armant  Plant,   have   been
absorbed by the Company and expensed as incurred.

    The  initial  phase  of  construction of the  Armant  Plant  was
completed  in  December 1983.  Since that time, numerous  test  runs
have  been  performed in an effort to achieve continuous  commercial
production  of  market  grade metal chlorides.   Subsequent  to  the
Company's   1986  fiscal  year  end,  Armant  determined  additional
funding   would  be  required  to  sustain  successful   operations.
Therefore,  because  of  unexpected  construction  delays  and   the
continued  lack  of  commercial production at  Armant,  the  Company
elected  to  discontinue  accruing interest  income  on  the  Armant
receivable  and  reversed,  in the fourth  quarter  of  fiscal  year
1986,   all   interest  income  previously  accrued  which   totaled
$1,164,000 of which $551,000 was accrued through August 31, 1986.

    Further,  Armant  elected  to  discontinue  capitalizing   plant
start-up  costs. The net loss recognized by Armant during  the  year
ended  August  31,  1987,  which primarily resulted  from  expensing
start-up  costs,  was  first  allocated  to  the  partners'   equity
accounts  based  upon their respective percentage interests  in  the
total  partnership  equity.  To the extent that this  loss  exceeded
the  total  limited  partners' equity, all  additional  losses  were
allocated  to  the  Company's equity interest  in  the  partnership,
since  the  Company  is  the sole general  partner  in  the  limited
partnership  and  is  at  risk  for these  losses  in  the  form  of
advances to Armant.


After   an   extensive   revaluation  of  the  Armant   Partnership,
Management  determined that the cost capitalized and  deferred  must
be  written  down  in accordance with Generally Accepted  Accounting
Practices.   Although  the Company believes the  Armant  Plant  will
ultimately  achieve  production, the prolonged delays  in  attaining
the  needed  capital  to restart the Armant  Plant  has  forced  the
Company to write down $17,441,613 in capitalized costs.

Costs capitalized and deferred by Armant consisted of the
following:


                                     February 28,     August 31,
                                         1999            1998
Direct carbo-chlorination plant costs:

  Process equipment...............  $ 2,120,000     $ 2,950,000
  Other equipment.................           -               -
  Leasehold improvements..........       58,000          72,000
                                      2,178,000       3,022,000

Self-construction and start-up costs:
  Salaries:
     Engineering .................       21,000          40,000
     Plant construction and
     operations...................      560,000         702,000
     Indirect labor and overhead..       29,000          35,000
                                        610,000         777,000

    Presented below is summarized financial information of
Armant.


                                      February 28,   August 31,
                                          1999         1998
Assets:
     Plant and equipment..........  $ 2,788,000     $ 3,799,000
     Other........................       90,000         100,000

        Total.....................  $ 2,878,000     $ 3,899,000

Liabilities and Equity:
   Notes payable - Toth Aluminum
     Corporation..................  $ 3,785,000     $ 4,740,000
     Notes payable - Bank.........           -               -
     Payables - Toth Aluminum Corp.  17,002,000      16,970,000
          Other payables...........     740,000         710,000

     Equity - Toth Aluminum
          Corporation.............. (18,636,000)    (18,508,000)
          - Other..................     (13,000)        (13,000)
                                    (18,649,000)    (18,521,000)

    Total.......................... $ 2,878,000     $ 3,899,000
     

                                           Six Months Ended
                                     February 28,    February 28,
                                         1999            1998

Statement of Plant Expenses
     Direct plant costs............      16,000           3,000
     Interest expense..............     153,000          96,000
     General and
           administrative costs....      34,000          11,000
Net loss                              $ 203,000       $ 110,000


                                      February 28,     August 31,
                                          1999            1998
Payable to and Equity of
 Toth Aluminum Corporation:
  Notes payable...................   $ 19,902,000   $ 19,842,000
  Payables........................      4,800,000      5,240,000
  Beginning equity of the Company.     (5,560,000)    (5,560,000)
       Less:  Loss from Armant....    (11,030,000)   (11,650,000)
    Affiliates interest:
     Capitalized by Armant, but
     not accrued by the Company...     (5,620,000)    (5,620,000)
    Expensed by Armant, but not
     accrued by the Company.......     (2,460,000)    (2,310,000)
   Investment in and advances to
         Armant...................       $ 32,000      $  58,000



TACMA

    In  January  1982, the Company and an Indian company  entered
into  a Promotion Agreement providing for the formation of TACMA.
TACMA  was  formed  to  construct a plant in  India  designed  to
produce   metal  chloride  through  the  use  of  the   Company's
carbo-chlorination  processes.  The Promotion Agreement  provided
for   an   initial  capital  contribution  by  the   Company   of
approximately  $42,800 in exchange for a 40% equity  interest  in
TACMA. During the 1983 fiscal year, the Company and TACMA's other
stockholder assigned to a third party the right to a  25%  equity
interest  in  TACMA  in exchange for the third  party's  $200,000
advance  to  TACMA.  A transfer of equity interest to  the  third
party,  which  is  subject to the prior approval  of  the  Indian
government,  would have reduced the Company's equity interest  in
TACMA  to  27  2%.  The Company and the third party also  entered
into  a  separate agreement which provided that the  third  party
could  convey to the Company its right to the 25% equity interest
in  TACMA in exchange for 200,000 shares of the Company's  common
stock.   During July 1987, the Company issued 200,000  shares  of
its  common  stock valued at $325,000 in exchange for  the  third
party's  rights  to the additional equity in TACMA.   Under  this
agreement,  the transfer to the Company of the additional  equity
interest in TACMA, which is subject to the prior approval of  the
Indian  government, would increase the Company's equity  interest
in TACMA to 52 2%.

    As  of  August  31,  1984, the Company  had  also  made  cash
advances  to TACMA totaling approximately $218,600.  In addition,
during  December 1984, the Company acquired from Empresas  Lince,
S.A.,  a receivable from TACMA of $60,000 in exchange for  60,000
shares  of  the Company's restricted common stock.   The  Company
has  also  incurred  costs on TACMA's behalf  which  the  Company
considers  reimbursable under the terms of its service  agreement
with  TACMA.  At February 28, 1998, the Company's receivable  for
such costs billed to TACMA was approximately $815,000.  TACMA has
not  recorded a corresponding payable for such costs because  the
approval  of the Indian government and Reserve Bank of  India  is
required  before  TACMA can make payment  to  the  Company.   The
collectibility  of  this  receivable is  dependent  on  obtaining
approval  of foreign authorities as well as TACMA commencing  and
sustaining  sufficiently  profitable commercial  operations,  for
which the Company currently has no plans.  During the fiscal year
ended  August  31,  1987,  because of the  continuing  delays  in
obtaining   government   approval,  the  Company   reversed   the
previously  recorded receivable from TACMA.  During  1988,  based
upon the Company's decision to indefinitely postpone attempts  to
bring  the  TACMA  plant  to  full  commercial  production,   its
previously  recorded investment in the TACMA  facility  was  also
reversed.

4.  Notes payable consisted of the following:
                                  February 28,   August  31,
                                      1999          1998
Notes payable to bank,
     collateralized (A):                              
     At 12% ..................     $       -      $       -

Demand notes payable to related
    parties, unsecured:
    At 12% ...................        23,100         23,100

Notes payable to other parties,
     secured (A):
    At 12% ....................      300,000        300,000
                                     323,100        323,100
Series AA-1" Convertible
  Promissory Notes
     Payable to related parties..  7,398,265      7,398,265
     Payable to others...........  5,978,421      5,978,421
                                  13,376,686     13,376,686

Total............................$ 13,699,786    13,699,786

    A)  Collateralized by a pledge of personal  assets  owned  by
the Company's Chairman of the Board.

5.   During  1988,  the Company commenced a private  offering  of
1,500,000  units of its securities.  Each unit consisted  of  one
share  of the Company's common stock and the right to acquire  an
option  to purchase an additional share at a price equal  to  the
original  purchase  price  of the unit.   At  the  close  of  the
offering,  the  Company had sold 1,292,367 units and  had  issued
option rights to purchase 1,292,367 shares with an exercise price
ranging  from  $0.75  per  share to  $0.95  per  share.   Of  the
1,292,367  units sold, during September 1988, 27,386  units  were
issued  in satisfaction of $20,539 of lease payments.  The option
is  exercisable  for a period of three years, commencing  on  the
date  that the Company's shareholders approve an increase in  the
authorized shares of the Company so as to permit the exercise  of
all of the options offered hereby.

6.  The financial statements are summarized and reference is made
to  the "NOTES TO FINANCIAL STATEMENTS" included in the Company's
Annual  Report on Form 10-K for the fiscal year ended August  31,
1998, as filed with the Securities and Exchange Commission.

Management's  Discussion and Analysis of Financial Condition  and
Results of Operations.

Liquidity and Capital Resources

    During  the six months ended February 28, 1999, total  assets
decreased  to  $65,258  from $108,000 at  August  31,  1998,  and
current assets decreased from $918 to $239.   The primary  assets
of  the  Company is its Investment in and Advances to the  Armant
Partnership  of  $32,550.   The recoverability  of  this  sum  is
dependent  on  the  Armant Partnership achieving  and  sustaining
sufficiently  profitable commercial operations  (see  note  3  of
Notes to Financial Statements). Total liabilities, including  the
Series   "A-1"  Convertible  Promissory  Note,   increased   from
$30,189,132 to $31,791,460 during the same period.

    On  December  24, 1985, the Company commenced an offering  of
its   10%   Convertible  Debentures  due  August  1,  1990   (the
"Debentures").  The offering contemplated the sale of  a  maximum
of  $4,320,000 of Debentures, convertible, at the election of the
Debenture holders, into 3,175,000 shares of common stock, no  par
value, of the Company.  The purchase price of each Debenture  was
$1,000,  payable in cash.  No minimum offering of Debentures  was
established  and  offerees were apprised of  the  fact  that  the
proceeds  of  the offering would not be placed into  escrow,  but
would be applied directly to the Company.
    
    The  Debenture  offering  was closed  as  of  May  31,  1986,
resulting in net proceeds of $3,852,963 (after deducting offering
costs  of  $467,037).  As of November 30, 1988, 4,298  debentures
were  converted  into  3,152,995 shares of the  Company's  common
stock,  resulting  in an increase in common stock  of  $3,833,307
(net  offering  costs  of $464,693) and a balance  in  debentures
payable of $20,437 (net offering costs of $1,563).

    The  Board of Directors of the Company learned that  not  all
of  the  Debentures were sold for cash.  Instead of  the  maximum
offering  of $4,320,000, $2,014,137 of Debentures were  purchased
in  exchange for the cancellation of pre-existing debt which  the
Company   owed  to  these  purchasers.   Of  the  $2,014,137   of
Debentures sold in exchange for the cancellation of indebtedness,
$1,957,137 or 97%, was sold to or through directors, officers  or
affiliates of the Company.

    As  a  result  of  the sale of Debentures  for  consideration
other than cash, the proceeds of the Debenture offering were  not
directly applied in the manner that the Company intended,  or  as
the  Company  would have applied the proceeds had the  Debentures
been sold entirely for cash.  The Debenture offering contemplated
that  net  proceeds  (after deduction of  sales  commissions  and
offering  costs)  of  $3,842,000 would be  applied  approximately
$2,882,000  toward a loan to the Armant Partnership (A  Louisiana
Partnership of which the Company is the General Partner) for  the
repayment  of  the partnership's loan, capital expenditures,  and
working  capital, with the balance of $960,000 for the  Company's
working  capital  and  development expenses.   Instead,  the  net
proceeds  of  the  Debenture offering were  directly  applied  as
follows:  (I) $1,939,000 toward the retirement of debt, of  which
$1,045,000  was to retire the Company's debt and the  balance  of
which  was  to retire the partnership's debt, and (ii) $1,902,000
was  loaned  to the Partnership for its working capital  and  for
capital expenditures.

    This  discrepancy is a result of the considerable delay which
was experienced in bringing the Debenture offering effective.  As
a  result, the Company, wishing to continue the operations of the
Armant   facility,   and  to  continue  the  Company's   research
activities, borrowed funds from directors, affiliates and outside
lenders,  relying  on  the  guarantee of  certain  directors  and
affiliates for Armant and corporate purposes.  When the Debenture
offering became effective, the proceeds of the offering were used
substantially  to  retire this debt.  Consequently,  the  Company
believes  that  the net proceeds of the Debenture  offering  were
applied,  albeit  indirectly, in the matter contemplated  by  the
Debenture offering.

    However,  if  it  were  subsequently  determined  that   this
variance  in the terms of the offering would require the  Company
to  make  an  offer of rescission of the debenture offering,  the
Company  has  made no provision in the financial  statements  for
such an offering.  To date, there have been no claims against the
Company  with respect to this issue and the Company is not  aware
that any such claims are planned or contemplated.  Because of the
complex nature of securities law, legal counsel has not formed an
opinion on whether there is any potential or actual liability  to
the Company.

Working Capital Meeting Operating Needs and Commitments

    From  inception,  the  Company has sustained  its  operations
primarily through funds provided by private placements and public
offerings  of  its  common  stock.  Due  to  the  length  of  its
development  stage  activities,  liquidity  has  always  been   a
continuing concern.  The Company has incurred net losses from its
inception  in  1966 through February 28, 1999,  of  approximately
$63,270,211.  Although the Company's investees (Armant and TACMA)
have  constructed  facilities that employ the Company's  patented
processes,   Armant   has  not  achieved  continuous   commercial
production, and the commercial viability of the processes has not
been demonstrated.  TACMA has not commenced commercial production
and no such activities are currently planned.  The recoverability
of  the  Company's  investments in and  advances  to  Armant,  is
dependent  on Armant achieving sufficiently profitable commercial
operations.  These factors, among others, may indicate  that  the
Company  will be unable to continue in existence.  The  financial
statements  do  not  include  any  adjustments  relating  to  the
recoverability  and classification of recorded asset  amounts  or
the  amount  and  classification of  liabilities  that  might  be
necessary  should the Company be unable to continue in existence.
The  Company's  continuation in existence is dependent  upon  its
ability  to  generate sufficient cash flow to meet its continuing
obligations on a timely basis, to obtain additional financing  as
may  be required, and ultimately to attain successful operations.
Management  believes that the plants constructed  by  Armant  and
TACMA  demonstrate  that the production of  metal  chlorides  and
aluminum  intermediates through the Company's patented  processes
is possible.

Immediate Development Plans

     The  Company's intention in the near-term is  to  focus  its
efforts  and  resources on completing a project to  commercialize
the Clay-to-Aluminum  Process be undertaken in two steps.

     In  the  first step, which TAC has designated Phase  1,  TAC
proposes that a semi-commercial demonstration plant be built  and
operated.   Operation of this semi-commercial plant  will  permit
engineers  to  fine  tune  the  design  of  the  subsequent  full
commercial facility in Phase 2.  Equally important, the  Phase  1
plant  will  provide a hands-on training facility for  commercial
plant staff.  Phase 2 of the project will comprise the design and
construction  of a full scale commercial Clay-to-Aluminum  plant.
Cost  of  Phase 1 is estimated to be $45 million and the cost  of
Phase 2 will be determined after Phase 1 has been completed.

     There will be two principal goals in executing Phase 1.  The
first  goal  is to refine TAC's clay chlorination procedures  for
implementation  in  commercial production  facilities.   TAC  has
already  developed these procedures to an advanced stage  in  its
pilot  plant, but the design of that pilot plant did  not  permit
long   duration,  continuous  operation  runs.    Refinement   of
procedures   will  permit  confident  scale-up  to   full   scale
commercial plant capacity.

     The  second  goal will be generation of refined designs  for
full  scale commercial smelting cells.  This will be accomplished
by  constructing  and operating a complete ACS smelting  facility
which will consume a portion of the aluminum chloride produced in
clay chlorination.  The balance of production will be marketed as
high  purity anhydrous aluminum chloride to generate revenues  to
help  defray plant operating costs.  Smelting specialists foresee
rapid development of a final design for commercial cells in Phase
1, and anticipate that this will consume nine to twelve months of
development time.

     The  project  will  start as soon as  TAC  has  secured  the
financing   for   Phase  1.   Initial  tasks  includes   detailed
engineering  design of clay chlorination and smelting facilities,
and  the  selection of a suitable plant site.  Construction  will
begin with site preparation, approximately nine months after  the
project start.  After an initial run up period, the Phase 1 plant
is  expected to reach full design capacity within 36 months after
project start.

     After confirmation of the economic viability of the Clay-to-
Aluminum  Process,  work will begin on the second  phase  of  the
project,  namely  the design, construction  and  operation  of  a
commercial Clay-to-Aluminum plant.  TAC proposes that  a  modular
design  concept  be adopted for Phase 2, such that  the  eventual
full  scale  commercial plant will consist of a set of  duplicate
plant  modules,  operating in parallel.  TAC estimates  that  the
first  plant module will be completed in the seventh year of  the
project,  with  additional  modules constructed  in  parallel  in
subsequent years.

Results of Operations

    The  Company  had  no  operating revenues  and  reported  net
losses.   The  Company  is considered to be a  development  stage
enterprise;  start-up activities have commenced, but the  Company
has received no revenue therefrom.

    The  net loss for the six months ended February 28, 1999, was
$1,582,406 compared to $3,776,204 for the corresponding period in
1998.  During the six month period ending February 28, 1998,  the
company wrote down a significant amount of its investment in  the
Armant Partnership which affected its net loss.

    The  initial  phase of construction of the Armant  Plant  was
completed in December, 1983.  Since that time, numerous test runs
have been performed in an effort to achieve continuous commercial
production  of market grade metal chlorides.  Subsequent  to  the
Company's  1986  fiscal  year end, Armant  determined  additional
funding  would  be  required  to sustain  successful  operations.
Therefore,  because  of unexpected construction  delays  and  the
continued  lack  of  commercial  production,  Armant  elected  to
discontinue  capitalizing plant start-up costs as of  August  31,
1986.   The net loss recognized by Armant during the three months
ended November 30, 1987, resulted primarily from expensing start-
up  costs.   The  net loss recognized by Armant during  the  year
ended  August  31,  1987, was first allocated  to  the  partners'
equity  accounts based upon their respective percentage interests
in  the  total partnership equity.  To the extent that this  loss
exceeded  the total partners' equity, all additional losses  were
allocated  to  the Company's equity interest in the  partnership,
since  the  Company is the sole general partner  in  the  limited
partnership  and  is  at risk for these losses  in  the  form  of
advances  to Armant.  The Company's equity in the loss of  Armant
for  the  six months ended February 28,1999, was $27,362,   which
was  a  result  of  Armant losses in excess of total  partnership
equity  and  was  recorded as a reduction in  investment  in  and
advances to Armant.


PART II.  Other Information


Item 1.  Legal Proceedings

    See  Item  10 of the Company's Form 10-K for the  year  ended
August 31, 1998, concerning legal proceedings.


Item 6.  Exhibits and reports on Form 8.

    





                           SIGNATURE

    Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.




TOTH ALUMINUM CORPORATION
(Registrant)








BY:    Charles E. Toth                     Date: April 28, 1999
    Charles E. Toth
    Treasurer






BY:  Charles Toth                          Date: April 28, 1999
    Charles Toth
    Chairman of the Board of Directors
           Chief Executive Officer